FN1.
Much of the following discussion is also presented by the court in a Memorandum
Ruling entered on this day in the companion case Jena
Band of
Choctaw Indians, et al. v. Tri-millennium Corp., Inc., et al.,
Civil Action No. 98-0829.

LITTLE, J.

*1
Before the court are a Motion for Summary Judgment by Plaintiff, Machal,
Inc. ("Machal") and a Motion to Dismiss by Defendants, Tri-Millennium
Corporation, Inc. ("Tri-Millennium") and BBC Entertainment,
Inc. ("BBC"). Machal's Second Amended Complaint seeks declaratory
judgments on three issues and asserts a pendent jurisdiction claim for
unjust enrichment. First, Machal asks the court for "supplemental
and declaratory relief, seeking the injunction of litigation in a Louisiana
state court that does not possess subject matter jurisdiction...."
Second, Machal also seeks a declaration that the documents sued upon in
that state court action are void. Third, Machal requests that the court
declare settlement agreements executed in connection with the state court
action void. Finally, Machal asserts a state law claim for unjust enrichment.
For the following reasons, Defendants' Motion to Dismiss is granted as
to Plaintiff's first two causes of action, Plaintiff's Motion for Summary
Judgment is granted as to the third cause of action, and Plaintiff's pendent
state law claim is dismissed.

I.
Procedural and Factual History

In 1995, the Jena Band of Choctaw Indians ("Jena Band") became
a federally recognized
Indian tribe and began to seek reservation lands in Louisiana upon which
it could operate a gambling casino. In furtherance of its intention to
operate a casino, Jena Band entered into several agreements with Tri-Millennium
and BBC, including the Memorandum of Understanding dated 14 March 1996,
the Extension of the Memorandum of Understanding dated 14 May 1996, the
Development Agreement dated 18 October 1996 and the Term Sheet dated 19
March 1997 (collectively the "Development Agreements"). In the
Development Agreements, Tri-Millennium and BBC promised to assist Jena
Band with various aspects of developing a casino, including acquiring
land, constructing a casino, and obtaining various government approvals.
As compensation for their assistance, Jena Band promised them the right
to control certain aspects of the casino development and the right to
certain payments.

Pursuant to 25 U.S.C. § 2711,
however, contracts for the management of a tribal gaming operation ("management
contracts") must be approved by the National Indian Gaming Commission
("NIGC"). If a management contract is not approved by the NIGC,
it is void. 25 C.F.R. § 533.7 (West 2005). Jena Band contacted
the NIGC by letter in October of 1996 seeking a declination letter-- which
is essentially an opinion letter by the NIGC--stating that it does not
believe that the Development Agreements require approval because it does
not consider the agreements to be management contracts. See
25 C.F.R. § 502.15 (West 2005). In its response, however, the
NIGC stated that it believed that the
Development Agreements were management contracts and that they would be
void, therefore, without NIGC approval.

Jena Band informed BBC and Tri-Millennium
that the Development Agreements were void. It did not seek the NIGC's
approval of the agreements, but instead, in October of 1997, Jena Band
entered into a Financing and Brokerage Agreement with Machal in which
it assigned to Machal many of the rights and responsibilities that it
had previously assigned to Tri-Millennium and BBC in the Development Agreements.

*2
In response, BBC and Tri-Millennium filed suit in the 24th Judicial District
Court, Jefferson Parish, Louisiana. They asserted various causes of action
against Jena Band, including a claim for breach of contract. Jena Band
did not seek to remove the state court suit. It filed a declinatory exception
with the Louisiana court in which it contended that the state court was
without subject matter jurisdiction. That issue was litigated in the state
court, which found that it did have subject matter jurisdiction over the
dispute. Jena Band then brought suit in this court seeking a declaratory
judgment that the Development Agreements are void pursuant to the Indian
Regulatory Gaming Act ("IGRA"), specifically 25 U.S.C. § 2711,
and that the state court lacks subject matter jurisdiction to hear the
breach of contract action. Between the time the state court suit was filed
and the filing of the case before this court, the state court also entered
a preliminary injunction enjoining Jena Band
from negotiating for the development or management of a casino. The state
court's finding that it possessed subject matter jurisdiction and its
order entering a preliminary injunction were later upheld by the Louisiana
Fifth Circuit Court of Appeals.

On 16 December 1998, this court
entered a ruling staying the proceedings before it based on a finding
that it was required to abstain by the Anti-Injunction Act. 28 U.S.C.
§ 2283 (West 2005). Since that time, however, the parties and
Machal entered into four agreements: the Co-Managers Agreement entered
into by Machal, BBC and Jena Band on 24 October 2000 ("Co-Managers
Agreement"), the Agreement entered into by Machal, BBC and Jena Band
on 2 November 2000 ("Agreement"), the Compromise and Settlement
Agreement between Jena Band, Machal and BBC signed on 24 October 2000
("BBC Settlement Agreement") and the Settlement and Compromise
Agreement between Jena Band, Machal and Tri-Millennium signed on 24 October
2000 ("Tri-Millennium Settlement Agreement"). The two Settlement
and Compromise Agreements purport to settle all claims related to the
contractual rights between the parties based on the Development Agreements.
Based on the BBC Settlement Agreement, the state court entered a judgment
dismissing with prejudice all claims by BBC. The state court action is
still pending as to Tri-Millennium and Jena Band, however, but it is currently
stayed.

II.
Law and Analysis

A. Standard of Review

Motions
filed under Rule 12(b)(1) of the Federal Rules of Civil Procedure allow
a party to challenge the subject matter jurisdiction of the district court
to hear a case. Lack of subject matter jurisdiction may be found in any
one of three instances: (1) the complaint alone; (2) the complaint supplemented
by undisputed facts evidenced in the record; or (3) the complaint supplemented
by undisputed facts plus the court's resolution of disputed facts. The
burden of proof for a Rule 12(b)(1) motion to dismiss is on the party
asserting jurisdiction. Accordingly, the plaintiff constantly bears the
burden of proof that jurisdiction does in fact exist.

Summary judgment may be granted
to the moving party only if the pleadings, depositions, answers to interrogatories,
and admissions on file, together with the affidavits, if any, when viewed
in the light most favorable to the non-moving party, show that there is
no genuine issue as to any material fact and that the moving party is
entitled to judgment as a matter of law. Fed. R. Civ. P. 56; Anderson
v. Liberty Lobby, Inc.,
477 U.S. 242, 249-50, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). In the case
we now consider, resolution of the issues presented depends only upon
statutory and contractual interpretation, both of which are matters of
law decided by the court. Chevron
U.S.A., Inc. v.
Natural Res. Def. Council, Inc.
467 U.S. 837, 843, 104 S.Ct. 2778, 81 L.Ed.2d 694 (1984) ("The judiciary
is the final authority on issues of statutory construction....");
First Nat'l Bank of
Jackson v. Pursue Energy Corp.,
799 F.2d 149, 151 (5th Cir.1986) ("A district court may grant summary
judgment when a contract is unambiguous .... and [its] determination that
a contract is unambiguous is a conclusion of law.").

B.
State Court Subject Matter Jurisdiction

Plaintiff requests that the court
issue a declaratory judgment finding that the state court was without
subject matter jurisdiction to consider the underlying dispute between
Jena Band, Tri-Millennium and BBC, and that we nullify the state court's
injunction on those grounds. Machal, however, is not a party to the state
court proceeding, and therefore, does not have standing to contest its
validity.

Even if we were to assume, arguendo,
that Machal has standing to seek a declaration that the state court acted
without subject matter jurisdiction, "the principles of res judicata
apply to questions of jurisdiction as well as to other issues." Am.
Sur. Co. v. Baldwin,
287 U.S. 156, 166, 53 S.Ct. 98, 77 L.Ed. 231 (1932); Babers
v. Babers, 312 So.2d
896, 897 (La.App. 2 Cir.1975). The court, therefore, does not have jurisdiction
to question a Louisiana state court's determination that it possesses
subject matter jurisdiction over a controversy, regardless of whether
this court agrees with that
determination. "[I]f the jurisdiction of a tribunal is actually brought
into question in the proceeding before it, such tribunal has the power
to determine its own jurisdiction, and once determined, whether right
or wrong, that decision cannot ordinarily be attacked collaterally."
Mike Hooks, Inc. v.
Pena. 313 F.2d 696,
699 (5th Cir.1963). The state court, after full litigation, determined
that it has subject matter jurisdiction over the underlying dispute concerning
the Development Agreements. That decision was subsequently appealed and
upheld. This court does not have jurisdiction to review collaterally that
determination. For these reasons, Machal's cause of action seeking a declaratory
judgment and preliminary injunction based on its contention that the state
court acted without subject matter jurisdiction is dismissed with prejudice
pursuant to Fed.R.Civ.P. 12(b)(1).

C.
Validity of the Development Agreements

*4
Plaintiff also requests that the court enter a declaratory judgment finding
that the Development Agreements among Jena Band, Tri-Millennium and BBC
are void pursuant to the IGRA. This court, however, is without jurisdiction
to make such a declaration because Machal does not have standing to attack
the validity of agreements to which it is not a party. Canfield
Aviation, Inc. v. Nat'l Transp. Safety Bd.,
854 F.2d 745, 748 (5th Cir.1988). "In order to maintain standing
to raise a claim in federal court ... the plaintiff must be the proper
proponent of the particular legal rights upon which the suit is based."
Id.
Plaintiff is not a party to the Development Agreements that it seeks to
have declared void, and therefore, it does not have standing to contest
the validity of those agreements.

Machal argues that it is a third-party
beneficiary of that agreement, and therefore, has standing to assert Jena
Band's rights. Third-party standing, however, is only available when the
party in whom the rights are vested lacks the ability to assert those
rights itself. Id.
Jena Band has contested the validity of the Development Agreements in
another action before this court. It is clear, therefore, that Jena Band
can assert its own rights and that Machal does not have third-party standing
to assert those rights on Jena Band's behalf. Because Machal does not
have standing to contest the validity of the Development Agreements, that
cause of action is dismissed with prejudice.

D.
Validity of the Settlement Agreements

Plaintiff asserts that the settlement
agreements entered into in connection with the underlying state court
litigation are void pursuant to 25 U.S.C. § 2711 and 25 C.F.R.
§ 533.7, which provide that management contracts for tribal
gaming operations that are not approved by the NIGC are void. Machal is
a party to the settlement agreements, and therefore, it has standing to
contest their validity. Furthermore, the court has subject matter jurisdiction
pursuant to 28 U.S.C. § 1331 to determine the validity of the
settlement agreements because it is pursuant to federal law that Plaintiff
asserts their invalidity.

1. Indicia of a Management
Contract

Machal's argument that the settlement
agreements are invalid rests on the premise that each of those agreements
is a management contract under federal law. Pursuant to 25 C.F.R. § 533.7,
"[m]anagement contracts ... that have not been approved by the Secretary
of the Interior or the Chairman ... are void." The court must determine,
therefore, if any of the four agreements entered into in relation to the
underlying state court litigation is a management contract that is void
without NIGC approval. There is no precedent in the Western District of
Louisiana or in the Fifth Circuit to guide the court in determining what
constitutes a management contract. The recent Tenth Circuit opinion in
First American Kickapoo
Operations v. Multimedia Games, Inc.,
however, addressed the issue.--F.3d--, 412 F.3d 1166, 2005 WL 1463501,
*5- 6, (10th Cir.2005). While this opinion has no precedential value in
this district, the court finds the reasoning of the Tenth Circuit persuasive
and will employ the test used by the Tenth Circuit in determining whether
the agreements are management contracts.

*5
A rule promulgated by the NIGC pursuant to the IGRA defines a management
contract as "any contract, subcontract, or collateral agreement between
an Indian tribe and a contractor or between a contractor and subcontractor
if such contract or agreement provides for the management of all or part
of a gaming operation." 25 C.F.R. § 502.15 (West 2005).
Although management is not defined
under either a statute or the regulations promulgated by the NIGC, a management
official is defined as "one who has authority ... [t]o set up working
policy for a gaming operation." First
American Kickapoo Operations,
412 F.3d 1166, 2005 WL 1463501 at *5-6. (citing 25 C.F.R. § 502.19
(West 2005)). While this is too vague to supply the court with a definition
of management, it does indicate that a necessary condition for a management
contract is that it grant to a party other than the tribe some authority
with regard to a gaming operation.

In determining what types of
authority transfers indicate that a document is a management contract,
the Tenth Circuit considered the types of terms that 25 U.S.C. § 2711
and in 25 C.F.R. § 531.1 require to be articulated in a management
contract. [FN2] These terms
create certain rights and responsibilities, and thereby, they give content
to the word "management." The terms that indicate a transfer
of management authority include, inter
alia, the following:

FN2.
The Tenth Circuit also noted that the NIGC, in NIGC Bulletin 94- 5, states
that it considers similar factors in determining whether an agreement
is a management contract.

1. Transferring responsibility
for the performance of the daily operations and
maintenance of a gaming operation.

2.
Transferring responsibility for the establishment and maintenance of accounting
procedures for the gaming operation.

3.
Transferring responsibility for financing procedures such as financial
reporting and the paying of taxes, employees and other costs.

4.
Setting term limits for transfers of powers or conferrals of rights.

5.
Quantifying the payments or compensation to which the parties are entitled.

6.
Delineating the sources from which payments are to be made. In particular,
specifying whether payments are to be based on a percentage of net revenues
realized by a gaming operation.

7.
Transferring responsibility for and control over the construction of a
gaming operation.

25 U.S.C. § 2711 (West 2005); 25 C.F.R. § 531.1
(West 2005).

In light of these terms, the
court will review each of the agreements in an effort to determine if
they grant to a party other than the tribe management authority with regard
to a gaming operation. Prior to this, however, the court must address
two issues. First, Machal contends that the NIGC has previously determined
that the disputed agreements are management contracts and that such a
determination is owed Chevron
deference. Second, because the NIGC states that some of the agreements
at issue were collateral to management contracts, the
court must determine what types of collateral agreements are void without
NIGC approval.

2.
NIGC Action

As proof that the settlement
agreements are management contracts, Plaintiff cites a letter written
by a deputy general counsel for the NIGC, which is dated 30 April 2001.
Plaintiff contends that this letter is evidence of a NIGC determination
that the settlement agreements are management contracts. This letter is
not, however, a final determination by the NIGC. It is an expression of
the NIGC's belief that the agreements and other related documents are
management contracts or collateral agreements that are subject to its
approval. As such, it is only an advisory opinion or opinion letter. It
is not, as Plaintiff contends, a final determination by the NIGC that
the agreements are management contracts.

*6
In an opinion letter, dated 23 August 2000, the NIGC clearly indicates
that the letters it sends stating that certain contracts are management
contracts requiring NIGC approval are merely statements of its opinion.
Furthermore, under 25 U.S.C. § 2714 and 25 C.F.R. § 533.4,
only determinations to approve or disapprove a management contract made
by the Chairman
of the NIGC after a "complete submission" are final determinations.
A "complete submission" of a management contract for approval
requires the parties to the provide the NIGC with more than just the contracts
themselves. See
25 C.F.R. § 533.3 (West 2005). A letter from the NIGC, dated
30 May 2002, clearly indicates that the parties failed to provide it with
the documents requisite for a "complete submission." Therefore,
the Chairman of the NIGC did not make a final determination that the agreements
are management contracts, and there is no NIGC action to which this court
owes deference. First
American Kickapoo Operations,
412 F.3d 1166, 2005 WL 1463501 at *6 (holding that opinion letters and
bulletins published by the NIGC are not entitled to Chevron
deference). The court will, however, address the concerns of the NIGC
in the following sections.

3.
Collateral Agreements

In its opinion letter dated 30
April 2001, the NIGC seems to assert that collateral agreements are void
without NIGC approval. While the court is hesitant to create a strawman
from the NIGC's letter, Plaintiff urges the court to construe the letter
in this manner. We must note, however, that such a contention would be
incorrect. An agreement's being collateral to a management contract is
not a sufficient condition for it to be void under 25 C.F.R. § 533.7.

A collateral agreement is defined
as "any contract ... that is related, either directly or indirectly,
to a management contract." 25 C.F.R. § 502.5. Under 25
C.F.R. § 502.15, a collateral agreement may be considered a
management contract, but only if it "provides for the management
of all or part of a gaming
operation." Similarly, under 25 U.S.C. § 2711(a)(3), collateral
agreements are subject to approval by the NIGC, but only if that agreement
"relate[s] to the gaming activity."

The provisions of 25 C.F.R. § 533.7
only void management contracts that have not been approved by the NIGC.
In other words, only those collateral agreements that should also be considered
management contracts because they provide for the management of a gaming
operation are void without NIGC approval. Therefore, even if one of the
agreements entered into by the parties is a collateral agreement, pursuant
to 25 C.F.R. § 502.5, because it is related to a management
contract, it still would not be void for lack of NIGC approval unless
it also provides for the management of a gaming operation.

Beyond the plain language of
the applicable statues and regulations, the policies motivating the enactment
of the IGRA, which include providing for "tribal economic development,
self-sufficiency, and strong tribal governments," also support finding
that only those collateral agreements that provide for the management
of a gaming operation are void. 25 U.S.C. § 2702(1) (West 2005).
If any contract that relates to the eventual development of an anticipated
gaming operation is construed as a management contract--collateral or
otherwise--it would be more difficult for tribes to acquire the economic
assistance often needed for procuring land and paying the expenses necessary
to the creation of a gaming operation and obtaining the requisite governmental
approvals. Potential investors
would be unable to contract with tribes, and therefore, they would not
be able to ensure that they could recoup any of the money they invested
in the tribe.

*7
It is in the best interest of tribes that they be able to enter into enforceable
contracts that are precursors to the creation and licensing of a gaming
operation. Without such contracts, many tribes would not be able to procure
the financial backing that is often necessary for the creation of gaming
operations. Such a state of affairs would thwart the policies underlying
the IGRA. By making it easier for tribes to obtain financial backing,
we make it easier for tribes to acquire the economic development and self-sufficiency
that accompanies the income from tribal gaming operations.

For these reasons, the court
finds that only collateral agreements that also provide for the management
of all or part of a gaming operation are void without NIGC approval.

4.
The Settlement Agreements are Management Contracts

The first agreement that we must
consider is the Co-Managers Agreement entered into by Machal, BBC and
Jena Band. In this agreement, the parties attempt to avoid its being found
a management contract by stipulating that it is not a "gaming agreement."
The requirements of the IGRA, however, cannot be so easily avoided. The
agreement makes BBC responsible for coordinating the construction and
operation of the first Jena Band gaming operation, as well as for providing
and arranging for the financing
of the construction of the first gaming operation. See
25 C.F.R. § 531.1 (West 2005). Further, it provides that Machal
and BBC "shall provide oversight management" for the first gaming
operation, and delineates the allocation of authority between Machal and
BBC as co-managers. The agreement assigns the types of rights and responsibilities
usually included in a management contract. It gives Machal and BBC authority
over the management of an anticipated gaming operation. The court finds,
therefore, that the Co-Managers Agreement is a management contract that
is void without NIGC approval.

The second agreement that we
must consider is the Agreement entered into by Machal, BBC and Jena Band,
the terms of which show that it is related to the Co-Managers Agreement.
Several factors indicate that this agreement creates the type of rights
and responsibilities allocated in a management contract. First, the Agreement
requires Jena Band to pay the notes on loans it receives from Machal for
construction and other costs from the net revenues made from a gaming
operation. See
25 C.F.R. § 531.1 (West 2005). Second, it assigns to Jena Band
and Machal the right to "joint approval on construction and design
and the name of any gaming and/or gaming related facilities constructed
in accordance with the First Amended and Restated Financing and Brokerage
Agreement by and between Jena [Band] and Machal." Third, it gives
to Machal the right of joint approval over the banks into which the gaming
revenue realized from a
gaming operation will be placed. Seeid.
Finally, Jena Band promises that Machal will be allocated 30% of the total
net gaming revenues. Each of these contractual provisions assigns responsibility
for management activities. 25 C.F.R. § 531.1. The court finds,
therefore, that the Agreement it is a collateral agreement that is void
without NIGC approval because it provides for the management of all or
part of a gaming operation.

*8
The third agreement we must consider is the BBC Settlement Agreement.
This agreement states that it is "intended to settle the claims of
[Jena Band, Machal and BBC] regarding contractual rights" related
to the Development Agreements. The NIGC, in its opinion letter of 30 April
2001, contends that this agreement is a management contract because, under
the agreement, Machal and BBC are to be co-managers of the first Jena
Band gaming operation and are described as having management authority.
Under the terms of this agreement, BBC has three primary responsibilities.
First, BBC is to release all claims against Jena Band related to the contracts
at issue in the state court proceedings in exchange for $500,000, which
is to be paid by Machal. Second, BBC agrees to arrange for the financing
of the construction of and initial operating capital for the first gaming
operation according to terms acceptable to Jena and Machal in exchange
for a promissory note equal to the value of those services. Third, BBC
is to enter into a Co-Managers Agreement with Machal that specifies the
allocation of managerial responsibility between Machal and BBC.

Machal also agrees to several
obligations. First, it agrees to begin the process of acquiring land for
Jena Band and to fund certain environmental and other studies necessary
for Jena Band to begin a gaming operation in exchange for a promissory
note for its expenses. Second, Machal agrees to enter into good faith
negotiations with Jena Band, after a Tribal-State Compact has been entered
into, for the creation of a financing and development agreement for the
construction of a gaming operation. Third, Machal agrees to enter into
good faith negotiations with Jena Band and BBC for the creation of a management
contract to be submitted to the NIGC. The parties also agree to certain
terms, some of which are specified in the Co-Managers Agreement, that
are to be included in a management contract that will be negotiated. Finally,
Machal agrees to pay BBC $500,000 in exchange for a promissory note in
that amount from Jena Band.

Jena Band, for its part, makes
three primary promises in the BBC Settlement Agreement. First, it agrees
to the payment of the various promissory notes mentioned above. Second,
it agrees to give Machal and BBC the exclusive right to gaming on the
first gaming operation and the exclusive right to enter into a management
contract with Jena Band for the management of its first gaming operation.
Third, it promises to enter into good faith negotiations for the creation
of a management contract and agrees that certain terms, including percentage
of gaming revenues to be paid and the length of the anticipated management
contract, will be included in a management agreement Jena Band will submit
to the NIGC for its approval.

The NIGC refers to various provisions
of this agreement to support its contention that it is a management contract.
First, it cites Section 2.1(c) of the agreement, which refers to BBC and
Machal as being co-managers of the first gaming operation to be commenced
by Jena Band. Read in context, however, it is clear that this provision
does not actually transfer any management authority to Machal or BBC.
The pertinent part of that section reads: "Machal and BBC shall enter
into good faith negotiations to develop a management agreement with Jena
whereby Machal and BBC will be named co-managers of the first Gaming Operation."
In this provision of the agreement, Jena Band promises to enter into negotiations
for a management agreement that will give management authority to BBC
and Machal and will include certain provisions dealing with compensation
and the length of the agreement; it does not, however, actually allocate
to either of those parties any management authority.

*9
Second, the NIGC cites Section 2.2(c), in which BBC and Machal agree to
enter into a Co-Managers Agreement that dictates certain allocations of
management authority between Machal and BBC that will be included in a
future management contract. In this section, however, Jena Band does not
grant to either BBC or Machal the right to manage any aspect of an anticipated
gaming operation, Jena
Band only agrees to include certain provisions in a future management
contract yet to be negotiated. The provision does not actually transfer
to BBC or Machal any management authority over a gaming operation, therefore,
it does not provide for the management of a gaming operation. It is only
an agreement by Jena Band to include certain terms in a future management
contract that must be submitted to the NIGC for its approval.

While we disagree with the opinion
of the NIGC as to those provisions of the BBC Settlement Agreement, another
provision of that agreement does, however, transfer to Machal or BBC authority
over an anticipated gaming operation. The agreement grants to Machal and
BBC the exclusive right to "gaming on the first Gaming Operation
... and the exclusive right to enter into a management contract with Jena
[Band]." This arrangement is not only exclusive of other potential
management contractors, but also excludes Jena Band from operating a gaming
operation on its own. It is an alienation by Jena Band of its right to
manage gaming operations located on tribal lands in Louisiana. The BBC
Settlement Agreement, therefore, "provides for the management of
a gaming operation." Accordingly, the court finds that it is a management
contract that is void without NIGC approval pursuant to 25 C.F.R. § 502.15.

The final agreement we must consider
is the Tri-Millennium Settlement Agreement. That agreement requires Tri-Millennium
to relinquish its claims against Jena Band in exchange for a payment of
$1,350,000. In addition to this amount,
which was paid to Tri-Millennium upon the execution of the Settlement
Agreements, the agreement also contemplates various sales of Tri-Millennium's
stock that are contingent upon the NIGC's approving a gaming operation
for Jena Band, a management contract between Jena Band and Machal, or
a financing and development agreement between Jena Band and Machal. In
the event that one of these conditions precedent obtains, Tri-Millennium
is entitled to payment of $5,000,000 in exchange for all of its stock.
Additionally, upon the opening of a gaming operation by Jena Band, Tri-Millennium
is entitled to additional payments totaling $20,000,000.

The NIGC seems to assert that
this agreement is void for lack of NIGC approval solely because it is
an agreement collateral to a management contract, not because it contains
any of the terms that would indicate that it is a management contract.
This agreement, however, contains the same fatal flaw that afflicts the
BBC Settlement Agreement. It contains a provision that grants to Machal
and BBC the exclusive right to "gaming on the first Gaming Operation
... and the exclusive right to enter into a management contract with Jena
[Band]." It is, therefore, a collateral agreement that provides for
the management of a gaming operation and is void without NIGC approval.

E.
The State Law Unjust Enrichment Claim

*10
The final cause of action asserted by Machal is for unjust enrichment.
That claim is a state law claim over which Machal requests that the court
assert supplemental jurisdiction
pursuant to 28 U.S.C. § 1367. Under that statute, if the claims
over which the court has original jurisdiction are dismissed, then the
court has discretion to dismiss any claims over which it has supplemental
jurisdiction. Id.
In such situations, "the general rule is to dismiss any pendent claims."
Bass v. Parkwood Hosp.,
180 F.3d 234, 246 (5th Cir.1999). The court should, however, "consider
the factors of judicial economy, convenience, fairness, and comity"
before dismissing the pendent claims. Smith
v. Amedisys Inc., 298
F.3d 434, 447 (5th Cir.2002). These factors do not warrant this court's
continuing to exercise pendent jurisdiction. This proceeding has not progressed
sufficiently to implicate concerns about judicial economy, and requiring
Plaintiff to bring its action in state court does not impose upon it any
great inconvenience or unfairness. Furthermore, because the void agreements
forming the gravamen of Plaintiff's unjust enrichment claim were intended
to be state court settlement agreements, the court finds that the state
of Louisiana has a significant interest in adjudicating that claim. Plaintiff's
claim for unjust enrichment is dismissed without prejudice because the
causes of action upon which the court's original jurisdiction were based
have been dismissed before trial.

Conclusion

For the reasons stated above, Defendants' Motion to Dismiss is GRANTED
to the extent that Plaintiff's claims for declaratory relief concerning
the Development Agreements
and the state court's assertion of jurisdiction are DISMISSED WITH PREJUDICE
because this court is without jurisdiction to hear those claims. In all
other respects, Defendants' Motion to Dismiss is DENIED.

Furthermore, Plaintiff's Motion
for Summary Judgment is GRANTED, but only to the extent that it requests
that this court issue a declaration that the settlement agreements are
void without NIGC approval. Accordingly, it is hereby ORDERED, ADJUDGED,
and DECREED that the Co-Managers Agreement, the Agreement, the BBC Settlement
Agreement, and the Tri-Millennium Settlement Agreement are management
contracts that are void without NIGC approval.